Common use of Termination and Termination Payments and Rights Clause in Contracts

Termination and Termination Payments and Rights. 5.1 Employee has the right to terminate his employment by the Company upon not less than one (1) month prior written notice to the Company. In the event of such elections, Employee's employment shall terminate effective upon the date set forth in such notice. In such event, the Company shall pay Employee all compensation (including Base Salary, as well as any bonus that has been earned on or prior to the date of termination) due him/her to the date of termination. 5.2 The Company shall have the right to terminate Employee's employment without Cause (as defined below) upon not less than one (1) month prior written notice to Employee. If(i) the Company shall terminate the Employee's employment without Cause, or (ii) Employee shall terminate his/her employment for Good Reason (as defined below), the Company. shall pay Employee all compensation (including any bonus that has been earned on or prior to the date of termination) ad benefits due him/her through the date one year following the Effective Date. 5.3 The Company shall have the right to terminate Employee's employment with Cause upon written notice to Employee. In such even, the Company shall pay Employee all compensation (including Base Salary as well as any bonus that has been earned on or prior to the date of termination) due him/her to the date of his/her termination. 5.4 Notwithstanding the preceding provisions of this Section 5, in the event of the Employee's termination of employment by the Company or by the Employee upon, or within one year of, a Change of Control, as hereinafter defined, the

Termination and Termination Payments and Rights. 5.1 a. Employee has the right to terminate his employment by the Company upon not less than one (1) month prior written notice to the Company. In the event of such electionselection, Employee's employment shall terminate effective upon the date set forth in such notice. In such event, the Company shall pay Employee all compensation (including Base Salary, base salary as well as any bonus that has been earned on or prior to the date of termination) due him/her him to the date of termination. 5.2 b. The Company shall have the right to terminate Employee's employment without Cause (as defined below) upon not less than one thirty (130) month days prior written notice to Employee. If(iIf, prior to a Change of Control (as defined below) (i) the Company shall terminate the Employee's employment without Cause, or (ii) Employee shall terminate his/her his employment for Good Reason (as defined below), the Company. Company shall pay Employee Employee, in addition to the amounts specified by paragraph 5(a), all compensation and benefits for a period of six (6) months, including, but not limited to, salary at the highest rate paid to Employee prior to such termination, the total amount of bonuses paid or payable, including by reason of deferral, to Employee in respect of the preceding twelve months (excluding any signing bonus that has been earned on or paid pursuant to this Agreement and annualized for bonuses in respect of a period of less than twelve months), and the continuation for six (6) months of all employee benefits and perquisites provided to Employee prior to the date of such termination) ad benefits due him/her through the date one year following the Effective Date. 5.3 The c. In the event of a Change of Control (as defined below) of the Company, if (i) the Company shall have the right to terminate Employee's employment with Cause upon written notice to Employee. In such evenwithout Cause, or (ii) Employee shall terminate his employment for Good Reason, the Company shall pay vest any Options granted to the Employee for the purchase of the Company's Stock with a 90 day period to exercise such Options. As used in this paragraph, a "Change of Control" shall mean: any transaction or series of transactions which result in the sale of all compensation or substantially all of the assets of the Company; a merger or consolidation of the Company with or into another entity, as a result of which the shareholders of the Company immediately prior to such merger or consolidation do not hold, directly or indirectly, immediately following such merger or consolidation, a majority of the combined voting power of the outstanding securities of the surviving corporation in such merger or consolidation, irrespective of whether such surviving corporation is the Company, such other entity or such consolidated corporation; any acquisition by any person or entity of more than fifty percent (including Base Salary 50%) of the issued and outstanding equity securities of the Company, the acquisition by any person or entity of debt instruments or equity securities of the Company which may, at any time, be converted into fifty percent (50%) or more of the issued and outstanding equity securities of the Company; the liquidation of the Company; or individuals who, as well as of the date hereof, constitute the Board (the "Incumbent Board") cease for any bonus reason to constitute at least a majority of such Board; provided, however, that has been earned on or prior any individual who becomes a director of the Company subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, was approved by the vote of termination) due him/her at least a majority of the directors then comprising the Incumbent Board shall be deemed to have been a member of the Incumbent Board; and provided further, that no individual who was initially elected as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934, or any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to have been a member of the Incumbent Board. A Change of Control of the Company shall be deemed to have been completed upon the date of his/her terminationthat the transaction or transactions in question are actually completed. 5.4 Notwithstanding the preceding provisions of this Section 5, in the event of the Employee's termination of employment by the Company or by the Employee upon, or within one year of, a Change of Control, as hereinafter defined, the

Termination and Termination Payments and Rights. 5.1 Employee has the right to terminate his employment by the Company upon not less than one (1) month prior written notice to the Company. In the event of such electionselection, Employee's employment shall terminate effective upon the date set forth in such notice. In such event, the Company shall pay Employee all compensation (including Base Salary, base salary as well as any bonus that has been earned on or prior to the date of termination) due him/her him to the date of termination. 5.2 . The Company shall have the right to terminate Employee's employment without Cause (as defined below) upon not less than one thirty (130) month days prior written notice to Employee. If(iIf (i) the Company shall terminate the Employee's employment without Cause, or (ii) Employee shall terminate his/her his employment for Good Reason (as defined below), the Company. Company shall pay Employee all compensation and benefits due him through the expiration of the term hereof, set forth in paragraph D, or for three (including any bonus that has been earned on or 3) months after termination, whichever is later. Such compensation and benefits include, but not limited to, salary at the highest rate paid to Employee prior to such termination, and the continuation of all Employee benefits and perquisites provided to Employee prior to the date of termination) ad benefits due him/her through the date one year following the Effective Date. 5.3 such termination The Company shall have the right to terminate Employee's employment with Cause upon written notice to Employee. In such evenevent, the Company shall pay Employee all compensation (including Base Salary as well as any bonus that has been earned on or prior due him to the date of his termination) due him/her to the date of his/her termination. 5.4 Notwithstanding the preceding provisions . For purposes of this Section 5, in the event of the Employee's termination of employment by the Company or by the Employee upon, or within one year of, a Change of Control, as hereinafter defined, theAgreement: